Ramgoolie v. Ramgoolie

Background

Jenny Ramgoolie, representing herself, sued Andy Ramgoolie and other defendants in 2016. Her claims arose from alleged actions that pushed her out of her role in AANDCO Health Care Ltd., a dialysis center located in Trinidad. The claims included breach of contract, payment for the value of work performed, unjust enrichment, constructive trust, constructive fraud, breach of fiduciary duty, fraudulent conveyance, and intentional infliction of emotional distress.

Andy Ramgoolie was the only remaining defendant. In 2019, the court entered a default judgment against him as a discovery sanction and ordered him to pay attorney’s fees and costs connected with sanctions-related motions. Magistrate Judge Sarah Netburn later considered the amount of damages and issued a Report and Recommendation recommending an award of 398,380 Trinidad and Tobago dollars (TTD), plus prejudgment interest. Both parties objected.

Court’s review of the recommendation

The district court reviewed specific objections independently and reviewed general or repetitive objections for clear error. In a damages proceeding after a default judgment, the well-pleaded facts supporting liability were accepted as true, but Jenny Ramgoolie still had to prove the amount of damages with reasonable certainty.

Judge Netburn found that the evidence supported an implied-in-fact contract. Its essential terms included Jenny Ramgoolie’s 50-percent ownership of AANDCO, an equal division of profits, her performance of initial research and work as director of clinical operations, and Andy Ramgoolie’s responsibility for startup costs. The district court found no clear error in that analysis.

Award for AANDCO’s sale proceeds

AANDCO was purchased by KDR Medical Care Ltd. for 796,760 TTD. Because the evidence established that sale amount and supported Jenny Ramgoolie’s 50-percent ownership, the court concluded that she was entitled to half of the proceeds: 398,380 TTD.

The court rejected Andy Ramgoolie’s argument that the award had to be reduced by AANDCO’s 150,000 TTD debt. The court found no basis for subtracting any portion of that debt because the record did not establish that he personally remained responsible for it after the sale. The court also held that whether KDR was AANDCO’s “alter ego”—a legally related theory that could treat separate companies as effectively the same—did not change the result. Even under that theory, Jenny Ramgoolie had not provided evidence allowing the value of KDR’s shares to be calculated with reasonable certainty.

Other claimed damages

The court considered additional evidence Jenny Ramgoolie submitted with her objections, including lists of tasks, claimed hours, and a letter showing her salary from another job. But the court found no reliable evidence establishing an appropriate hourly rate for her AANDCO work. It therefore denied additional compensation for her claimed research and other work, including claims based on hourly rates of 1,000 dollars or 250 dollars.

The court also rejected her request for a monthly salary of 10,000 dollars for work as AANDCO’s director of clinical operations. Salary information from jobs in the New York City area and from another New York job did not establish what she was owed for work in Trinidad and Tobago.

The court upheld the conclusions that the quantum meruit and unjust enrichment theories could not provide a second recovery for conduct covered by the contract claim, and that the submitted receipts did not establish the claimed 12,872 TTD in expenses. It also upheld the conclusion that the fraudulent-conveyance claim lacked sufficient factual allegations to show insolvency or inadequate consideration for the sale. The court further upheld the conclusions that the constructive-trust and fiduciary-duty claims were duplicative, the emotional-distress claim was inadequately pleaded, and attorney’s fees and costs were not available under the agreement.

Disposition

Judge Valerie Caproni adopted Judge Netburn’s Report and Recommendation in full. The court awarded Jenny Ramgoolie 398,380 TTD plus prejudgment interest at New York’s statutory rate of 9 percent per year, accruing from January 15, 2016, through entry of judgment. The Clerk was directed to close all open motions and the case.